Illusory Consideration in Share Purchase Agreements: The Position under Saudi Law
EXECUTIVE SUMMARY Illusory consideration is a subtle legal concept that can invalidate share purchase agreements undetected. In the Saudi market, intra-group transfers and related-party deals are particularly exposed to recharacterization as illusory consideration — protection requires independent valuation and explicit disclosure of pricing rationale. “Illusory Consideration” is a subtle legal concept that can invalidate an […]
The Locked Box Mechanism in Share Purchase Agreements: Achieving Price Certainty and Leakage Protection
EXECUTIVE SUMMARY The Locked Box mechanism delivers price certainty and accelerated closing, but transfers economic risk to the buyer from the Lockbox Date. The definition of “Leakage” is the single most important negotiated term, and loose drafting costs the buyer directly from the price. The Locked Box mechanism has become the preferred structure in […]
IP Warranties in Share Purchase Agreements: Essential Buyer Protections in Saudi M&A
EXECUTIVE SUMMARY In many transactions, IP rights have become the most valuable asset. Drafting their warranties with traditional templates from consumer-goods deals leaves the buyer exposed to costly risks — particularly regarding open-source code and former-employee IP claims. In a growing number of today’s transactions, intellectual property rights have become the most valuable assets of […]
Disclosure Letters in Private Acquisition Transactions: How They Protect Deal Parties Under Saudi Regulations
In private mergers and acquisitions (Private M&A), particularly transactions based on share purchases, the Disclosure Letter is one of the most important transaction documents. It is not merely a routine paper; it is a “safety valve” that clearly defines the risks retained by the seller and those accepted by the buyer. The Disclosure Letter allows […]
What Investors Need to Know About Shares in Saudi Unlisted JSCs
A practical legal perspective on share issuance, transfer, pre-emption rights, and the most common blind spots before closing In every kick-off meeting for a private investment transaction in a Saudi unlisted joint stock company, one phrase rises above the rest: “The company isn’t listed, so we have full flexibility.” That phrase is partly correct and […]
After the SPA Is Signed: Why M&A Deals Stumble in the Closing Mechanics
A practical guide to the ancillary documents that turn a Saudi share purchase agreement into a legally effective transfer of ownership In every M&A transaction we work on, the same question arrives from the client the day after signing: “So — the deal is done?” The honest answer: no. It has just begun. The Share […]
The New Era of Merger Control In Saudi Arabia
The New Era of Merger Control in Saudi Arabia Abstract As a regional leader in competition enforcement, the Kingdom of Saudi Arabia (KSA) has modernized its regulatory regime to align with international best practices. Likewise, the Saudi General Authority for Competition (GAC) issued its fifth edition of the Economic Concentration Review Guidelines (the “Guidelines”). This […]
A Legal Analysis of the New Beneficial Ownership Rules Issued under Ministerial Decision No. 99
The Beneficial Ownership Rules promulgated pursuant to Ministerial Decision No. (99), approved by His Excellency Minister of Commerce, and dated 5 Jumada II 1447H, constitute a recent and material development within the Saudi corporate regulatory framework. Published in the Umm Al-Qura Gazette, the Decision repeals Ministerial Decision No. 235 and establishes a more structured regulatory […]
Raising the Foreign Ownership Cap in Saudi Listed Companies: A Big Step Toward a More Global Market
Raising the Foreign Ownership Cap in Saudi Listed Companies: A Big Step Toward a More Global Market Saudi Arabia is preparing a major legal change that could reshape its capital market. For the first time, foreign investors may be allowed to own more than 49% of listed companies. This change is expected to be approved […]
The Draft Insurance Law: A Transformative Step Towards Stability and Rights Protection in the Saudi Insurance Sector
Introduction As part of the Kingdom’s efforts to develop an advanced legislative framework that enhances financial stability and aligns with international best practices, the Insurance Authority has released the draft Insurance Law for public consultation until 22 July 2025. This initiative stems from the Authority’s mandate under Cabinet Resolution No. (85) dated 28/01/1444H, and […]